China Petroleum & Chemical Corporation(600028)
The regulations on the management of the company’s shares held by directors, supervisors and senior managers and their changes were deliberated and adopted at the 14th meeting of the third board of directors on August 24, 2007, deliberated and adopted at the 2nd meeting of the Fourth Board of directors on August 21, 2009, and deliberated and adopted at the 7th Meeting of the eighth board of directors on March 25, 2022
Chapter I General Provisions
Article 1 in order to regulate the company’s shares (including their derivatives) held by the directors, supervisors and senior managers of China Petroleum & Chemical Corporation(600028) (hereinafter referred to as the “company”) and their changes, in accordance with the company law, the securities law and the rules for the administration of shares held by Directors, supervisors and senior managers of listed companies and their changes issued by the CSRC These Provisions are formulated in combination with the actual situation of the company in Shanghai Stock Exchange’s self regulatory guidelines for listed companies No. 8 – management of share changes, Hong Kong Securities and Futures Ordinance, listing rules of local stock exchanges and other laws, administrative regulations or other normative documents (hereinafter collectively referred to as “relevant laws, regulations and rules”).
Article 2 These Provisions are applicable to the management of the shares held by all directors, supervisors and senior managers of the company and their changes.
Directors, supervisors and senior managers shall not hold, buy or sell shares of the company by means prohibited by relevant laws, regulations and rules, such as pseudonym, borrowing the name of others, etc., so as to avoid these provisions.
Directors, supervisors and senior managers shall not engage in prohibited transactions in violation of relevant laws, regulations and rules, including but not limited to buying and selling the company’s shares, divulging relevant information to others, or advising others to buy and sell the company’s shares before the disclosure of relevant insider information. Directors, supervisors and senior managers shall follow the principle of initiative and self-discipline in dealing with the trading of shares of the company by their parents, spouses, children and other relatives.
Article 3 the shares of the company held by directors, supervisors and senior managers and their changes shall strictly comply with the provisions of relevant laws, regulations and rules.
Article 4 the Secretary of the board of directors is responsible for managing the identity of the company’s directors, supervisors and senior managers and the data and information of the company’s shares, uniformly handling the online declaration of personal information for the directors, supervisors and senior managers, and regularly checking the disclosure of the trading of the company’s shares by the directors, supervisors and senior managers.
Chapter II share trading
Article 5 the shares of the company held by directors, supervisors and senior managers refer to all the shares of the company registered in their names.
Article 6 directors, supervisors and senior managers shall inform the Secretary of the board of directors of their trading plans in writing before trading the shares of the company. The Secretary of the board of directors shall check the progress of information disclosure and major matters of the listed company, reply to the requirements of the above-mentioned persons within 5 trading days from the next day of receiving the notice, and put forward suggestions on the implementation plan in accordance with the securities regulatory rules of the place of listing. If it is verified that the relevant trading behavior may violate laws and regulations, relevant provisions of the local stock exchange, the articles of association and its commitments, the Secretary of the board of directors shall timely notify the relevant directors, supervisors and senior managers. Article 7 the shares of the company held by directors, supervisors and senior managers shall not be transferred under the following circumstances:
1. Within one year from the date of listing and trading of the company’s shares;
2. Within half a year after the resignation of directors, supervisors and senior managers;
3. Directors, supervisors and senior managers promise not to transfer within a certain period of time and within that period;
4. Other circumstances prescribed by the local securities regulatory authority.
Article 8 directors, supervisors and senior managers shall not buy or sell shares of the company during the following periods:
1. Within 60 days before the announcement of the company’s annual report, or the period from the end of the relevant financial year to the date of publication of the results (whichever is shorter); 30 days before the announcement of semi annual and quarterly reports, or the period from the end of the relevant semi annual or quarterly period to the date of performance publication (whichever is shorter) (excluding the announcement of the company’s performance forecast and performance express);
2. Within 10 days before the announcement of the company’s performance forecast and performance express;
3. From the date of major events that may have a great impact on the trading price of the company’s securities and their derivatives or in the decision-making process to the date of disclosure according to law;
4. Where the directors, supervisors and senior managers know or participate in the transactions required to be published by the regulatory rules of the listing place or any negotiation or agreement involving any insider information, the directors, supervisors and senior managers must start from their knowledge or participation in these matters until the relevant information has been disclosed in accordance with the regulatory requirements of the listing place; 5. Other periods specified by the securities regulatory authority in the place of listing.
The company will notify the relevant exchange in writing when to start the relevant trading prohibition period before regularly reporting the commencement of the trading prohibition period as required.
Article 9 if the directors, supervisors and senior managers, in violation of the provisions of relevant laws, regulations and rules, sell the company’s shares or other equity securities held by them within 6 months after the purchase, or buy them again within 6 months after the sale, and the resulting income belongs to the company, the board of directors of the company shall recover the income, and timely disclose the illegal trading of relevant personnel, the amount of income The treatment measures taken by the company and the specific circumstances of the company’s recovery of income, etc.
The term “shares or other securities with equity nature held by directors, supervisors and senior managers” mentioned in the preceding paragraph also includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Article 10 during the term of office, the shares transferred by directors, supervisors and senior managers through centralized bidding, block trading, agreement transfer and other means shall not exceed 25% of the total shares of the company they hold, except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property and so on. If the shares held by directors, supervisors and senior managers do not exceed 1000 shares, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph. Unless otherwise stipulated by the local securities regulatory authority.
If directors, supervisors and senior managers hold A-share shares of the company and leave before the expiration of their term of office, they shall comply with the relevant requirements of domestic securities regulatory authorities, and abide by the provisions of the preceding paragraph within the term of office determined at the time of taking office and within 6 months after the expiration of their term of office.
Article 11 on the first trading day of each natural year, the amount of A-Shares that can be transferred in the current year shall be calculated at 25% based on the A shares of the company listed on the Shanghai Stock Exchange registered in the name of directors, supervisors and senior managers on the last trading day of the previous year.
Directors, supervisors and senior managers who transfer their A-share shares of the company within the above number of transferable shares shall also abide by the provisions of Article 7 of these provisions. Article 12 due to the public or non-public issuance of shares, the implementation of equity incentive plan, or the purchase of A-shares by directors, supervisors and senior managers in the secondary market, convertible bonds into shares, exercise of rights, agreement transfer and other new A-shares in various years, the new A-shares with unlimited sales conditions can be transferred by 25% in the current year, and the new A-shares with limited sales conditions are included in the calculation base of transferable A-shares in the next year.
If the A shares of the company held by directors, supervisors and senior managers increase due to equity distribution, the number of A-Shares transferable in the current year can be increased in the same proportion.
Article 13 the A shares of the company that can be transferred but not transferred by directors, supervisors and senior managers in the current year shall be included in the total number of A-Shares of the company held by them at the end of the current year, which shall be used as the calculation base of A-Shares that can be transferred in the next year.
Chapter III trading declaration
Fourteenth directors, supervisors and senior managers shall entrust the Secretary of the board of directors to declare or update the name of the account holder, including, but not limited to, name, duty, ID number, securities account and departure time, etc., through the Shanghai stock exchange website on the following time points or periods.
1. Within 2 trading days after the new directors and supervisors are approved by the general meeting of shareholders (or employee congress or other democratic election methods of employees), and within 2 trading days after the new senior managers are approved by the board of directors;
2. Within 2 trading days after the change of the declared personal information of the current directors, supervisors and senior managers;
3. The current directors, supervisors and senior managers shall be within 2 trading days after their departure; 4. Other laws and regulations.
Article 15 in case of any change (including but not limited to purchase or sale) in the A shares of the company held by directors, supervisors and senior managers, the following information shall be reported to the Secretary of the board of directors within one trading day from the date of occurrence, and the company shall make an announcement on the website of Shanghai Stock Exchange:
1. Number of shares held by the company at the end of last year;
2. The date, quantity and price of each share change from the end of last year to before this change; 3. The number of shares held before this share change;
4. Date, quantity, price and reason of this share change;
5. The number of shares held after this share change;
6. Other information required by relevant laws, regulations and rules.
The Secretary of the board of directors shall, within 2 trading days after receiving the declaration, do a good job in the disclosure of rights and interests in accordance with the requirements of the Hong Kong stock exchange.
Article 16 Where the H shares of the company held by directors, supervisors and senior managers change (including but not limited to due to purchase or sale), they shall report the information to the Secretary of the board of directors within 1 trading day from the date of occurrence.
The Secretary of the board of directors shall, within 2 trading days after receiving the declaration, do a good job in the disclosure of rights and interests in accordance with the requirements of the Hong Kong stock exchange.
Article 17 where directors, supervisors and senior managers hold shares of the company and their change proportion reaches the provisions of the securities law and the measures for the administration of the acquisition of listed companies, they shall also perform the obligations of reporting and disclosure in accordance with the provisions of the securities law, the measures for the administration of the acquisition of listed companies and other relevant laws, administrative regulations, departmental rules and business rules.
Article 18 where the company stipulates a longer period of prohibition on the transfer of shares held by directors, supervisors and senior managers, a lower proportion of transferable shares or other conditions restricting the transfer, it shall timely disclose and do a good job in continuous management.
Article 19 directors, supervisors and senior managers shall not engage in margin trading with the company’s shares as the underlying securities.
Chapter IV Legal Liability
Article 20 directors, supervisors and senior managers shall ensure the authenticity, accuracy, timeliness and completeness of the data they declare. The directors, supervisors and senior managers who hold, buy and sell the company’s shares in violation of these provisions or fail to perform the relevant reporting obligations in accordance with these provisions will bear the legal liabilities arising therefrom. In case of serious impact or loss to the company, the company has the right to investigate its responsibility according to relevant management systems according to the seriousness of the circumstances.
Chapter V supplementary provisions
Article 21 these Provisions shall come into force and be implemented from the date of approval by the board of directors of the company, and shall be interpreted by the board of directors of the company.
Article 22 in case of matters not covered in these provisions or conflict with the provisions of laws, administrative regulations and other relevant normative documents issued from time to time, the provisions of laws, administrative regulations and other relevant normative documents shall prevail.
